Amendment No. 1 to Transition Agreement, by and between Waste2Energy Holdings, Inc., Waste2Energy, Inc., Waste2Energy Group Holdings PLC, Christopher dArnaud-Taylor, and Peter Bohan

This Amendment No. 1 to Transition Agreement (this “Amendment”), dated as of September 4, 2009, is entered into by and among Waste2Energy Holdings, Inc. (formerly known as Maven Media Holdings, Inc.), a Delaware corporation (the “Corporation”), Waste2Energy, Inc., a Delaware corporation (“Waste2Energy”), Waste2Energy Group Holdings PLC, an Isle of Man company (“Waste2Energy Group Holdings”), Christopher d’Arnaud-Taylor (“Taylor”) and Peter Bohan (“Bohan”).

WHEREAS, on May 28, 2009, the Corporation, Waste2Energy, Waste2Energy Group Holdings, Taylor and Bohan entered into a Transition Agreement (the “Transition Agreement”); and

WHEREAS, the parties now desire to amend the Transition Agreement as more particularly set forth below;

NOW, THEREFORE, in consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Transition Agreement is hereby amended as follows:

1.              Throughout the Transition Agreement, all references to “final closing” or “final Closing” shall be deleted and replaced by “termination”.

2.              Except as modified herein, the terms of the Transition Agreement shall remain in full force and effect.

3.              This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment.  A signature delivered by facsimile shall constitute an original.

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first stated above.